Room 4561
August 25, 2005
Glenn Argenbright
President and Chief Executive Officer
SAFLINK Corporation
777 108th Avenue NE, Suite 2100
Bellevue, WA 98004
Re: SAFLINK Corporation
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 31, 2005
Form 10-Q for Fiscal Quarter Ended March 31, 2005
Filed May 16, 2005
Form 10-Q for Fiscal Quarter Ended June 30, 2005
Filed August 15, 2005
Dear Mr. Argenbright:
We have reviewed your response letter dated August 4, 2005
and
have following comments. Where indicated, we think you should
revise
your document in response to these comments. If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary. Please be as detailed as necessary
in
your explanation. In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2004
Note 3 - Business Combinations - SSP-Litronic Merger, pages F-13
to
F-14
1. Tell us how you calculated the relative voting interests in the
combined entity on a fully diluted basis as of the acquisition
date,
August 6, 2004. Separately identify the common shares outstanding
and the options, warrants and convertible securities you
considered
in calculating the outstanding shares of common stock on a fully-
diluted basis, for both SAFLINK and SSP-Litronic. Discuss the
vesting provisions, conversion features and/or exercise price for
each dilutive security and explain why it was appropriate to
include
each respective security in your calculation. Address the extent
to
which these securities are or are not in-the-money, fully vested
and
exercisable/convertible into shares with voting rights at the date
of
the acquisition.
2. Tell us how your independent advisors determined that you paid
a
spot premium of 39% and a 30-day historical premium of 69%. Show
us
any relevant calculations to support this assertion.
3. We have reviewed your response to prior comment no. 5; however,
do
not believe you have provided persuasive evidence and analysis to
support an estimated useful life of seven to ten years for the
developed technology you acquired in the SSP acquisition. While
your
response suggests that you expect the technology to evolve at a
pace
slower than traditional technology markets, we note disclosure on
page 37 of your Form 10-K that the "industry is characterized by
rapid development and technological improvements." Your Form 10-K
further indicates that your success will depend on your ability to
keep pace with a changing marketplace, integrate new technology
into
your software and hardware and introduce new products and product
enhancements to address the changing needs of the marketplace. We
also note that technical development programs in this industry
require frequent assessments of the future directions of
technology,
which are difficult to predict. As previously indicated, given
the
history of rapid changes in technology and the disclosures in your
Form 10-K and June 30, 2005 Form 10-Q, which suggest this industry
is
subject to rapid development and technological improvements, we
would
expect the developed technology to have a relatively short useful
life.
4. Given the continued decline in the fair value of your common
stock, tell us whether the fair value of SAFLINK`s common stock
continued to exceed its net book value throughout the second
quarter
of 2005 and any period subsequent to June 30, 2005.
5. Please further explain why you believe it is appropriate to
look
to your market valuation, on a fully diluted basis, as the best
and
most impartial assessment of the value of the reporting unit. In
this regard, we note disclosure on page 26 of your June 30, 2005
Form
10-Q that the issuance of a large number of shares upon the
exercise
or conversion of your outstanding options, warrants or convertible
promissory notes would cause substantial dilution to your
stockholders and could decrease the market price of your common
stock. Explain why your calculation and methodology is consistent
with the guidance in paragraph 23 of SFAS 142.
6. For each respective balance sheet date, including interim
periods
subsequent to March 31, 2005, tell us how you calculated the
market
valuation on a fully diluted basis. Separately identify the
common
shares outstanding and the options, warrants and convertible
securities you considered in calculating the market valuation on a
fully diluted basis. Discuss the vesting provisions, conversion
features and/or exercise price for each dilutive security and
explain
why it was appropriate to include each respective security in your
calculation. Address the extent to which these securities are or
are
not fully vested and in-the-money.
As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response. Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T. You
may wish to provide us with marked copies of any amendment to
expedite our review. Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information. Detailed cover letters greatly facilitate
our
review. Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.
You may contact Kari Jin, Staff Accountant, at (202) 551-
3481,
Lisa Mitrovich, Assistant Chief Accountant at (202) 551-3453 or me
at
(202) 551-3499 if you have questions regarding these comments.
Sincerely,
Kathleen Collins
Accounting Branch Chief
cc: via facsimile
Michael Hutchings
DLA Piper Rudnick Gray Cary US LLP
(F) (206) 839-4801
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Mr. Glenn Argenbright
SAFLINK Corporation
August 25, 2005
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